Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - CALERES INC | bws8-k3x23x15exhibit31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 23, 2015
(March 23, 2015)
BROWN SHOE COMPANY, INC.
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation or organization)
1-2191 (Commission File Number) | 43-0197190 (IRS Employer Identification Number) |
8300 Maryland Avenue St. Louis, Missouri (Address of principal executive offices) | 63105 (Zip Code) |
(314) 854-4000
(Registrant's telephone number, including area code)
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 23, 2015, the Board of Directors amended the Company’s Bylaws to add a new Article X that provides that the federal courts in the Southern District of New York, or if those courts are unavailable, the courts of the State of New York sitting in New York County, New York will be the sole and exclusive forum for: (i) derivative actions brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Business Corporation Law of the State of New York or the Company’s Restated Certificate of Incorporation or Bylaws, (iv) any action asserting a claim against the Company or any director, officer or employee of the Company governed by the internal affairs doctrine or (v) any action to interpret, enforce or determine the validity of the Company’s Restated Certificate of Incorporation or Bylaws (the “Amendment”).
The Amendment does not require shareholder approval as provided for in our Bylaws, but the Company intends to submit the Amendment to the Company’s shareholders for approval at the 2015 Annual Meeting of Stockholders, and to repeal the Amendment if such approval is not obtained.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BROWN SHOE COMPANY, INC. | ||
(Registrant) | ||
Date: March 23, 2015 | /s/ Michael I. Oberlander | |
Michael I. Oberlander | ||
Senior Vice President, General Counsel and Corporate Secretary | ||
EXHIBIT INDEX
Exhibit No. | Description | |
3.1 | Bylaws, effective March 23, 2015 | |